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C3.AI INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and C3.AI INC.’s Form 8-K, filed 2023-10-11 (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 7Ballot items
  • 287Asset managers
  • 1,601Fund votes
  • 2023-10-04Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore C3.AI INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by C3.AI INC.

These tallies are C3.AI INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2023-10-11 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

C3.AI INC. — official shareholder meeting results, meeting held 2023-10-04
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Michael G. McCaffery 191,539,979---- 4,346,50040,550,717 Majority: yes
Elect Director: Condoleezza Rice 195,215,337---- 671,14240,550,717 Majority: yes
Elect Director: Jim H. Snabe 194,520,495---- 1,365,98440,550,717 Majority: yes
Elect Director: Stephen M. Ward, Jr. 189,156,128---- 6,730,35140,550,717 Majority: yes
Proposal 2: Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company's Named Executive Officers 187,721,7347,861,616303,129 --40,550,717 Majority: yes
Proposal 3: Approval of the Company's 2020 Equity Incentive Plan, as Amended 187,688,2518,013,618184,610 --40,550,717 Majority: yes
Proposal 4: Ratification of Independent Registered Public Accounting Firm 235,314,461728,028394,707 ---- Majority: yes

Source: C3.AI INC., Form 8-K, filed with the SEC on 2023-10-11 — read the filing on EDGAR.

How asset managers voted at the C3.AI INC. 2023-2024 meeting

Each item below shows how the 287 asset managers that disclosed a C3.AI INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Advisory vote to approve the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 16 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 187,721,734AGAINST: 7,861,616

C3.AI INC.’s own tally for this item (“Proposal 2: Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company's Named Executive Officers”): 187,721,734 for, 7,861,616 against, per its Form 8-K filed 2023-10-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 279 asset managers below cast 1% of the shares they voted on this item FOR (498,356 for, 41,190,805 against).

AGAINST 99%
FOR: 498,356 (1.2%)AGAINST: 41,190,805 (98.8%)ABSTAIN: 378 (0.0%)NOT VOTED: 2,349 (0.0%)ONE YEAR: 215 (0.0%)
Largest asset managers voting on “Advisory vote to approve the compensation of our named executive officers.” at C3.AI INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Meeder Advisory Services, Inc.034,000,000 00Against
Janus Henderson01,000,000 00Against
BlackRock42,314844,083 00Against
State Street0768,491 00Against
Vanguard0609,515 00Against
Goldman Sachs217,23888,307 00For
Global X0290,682 00Against
Charles Schwab0272,446 00Against
First Trust0206,055 00Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC0204,507 00Against
Fidelity0171,367 00Against
Legal & General Investment Management Ltd0153,466 00Against
DE Shaw0130,784 00Against
Equitable0125,429 00Against
JPMorgan0120,522 00Against
Sculptor Capital II LP0107,900 00Against
Northern Trust099,426 00Against
Renaissance095,489 00Against
Invesco088,337 00Against
MELLON INVESTMENTS Corp086,250 00Against
STIFEL NICOLAUS & CO INC \MO\085,892 00Against
GEODE CAPITAL MANAGEMENT, LLC085,861 00Against
UBS084,333 00Against
AllianceBernstein079,380 00Against
MUTUAL OF AMERICA CAPITAL MANAGEMENT LLC075,488 00Against

Showing the 25 largest of 279 asset managers. See all 279 in the interactive database.

2. Approval of the Company's 2020 Equity Incentive Plan, as amended, to increase the maximum number of shares that may be automatically added to the share reserve on May 1 of each year from May 1, 2024 through May 1, 2030 from 5.0% to 7.0% of the total number of shares of our capital stock outstanding on April 30 of the immediately preceding fiscal year.

COMPENSATIONMajority of the votes cast: yes

Combines 8 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 187,688,251AGAINST: 8,013,618

C3.AI INC.’s own tally for this item (“Proposal 3: Approval of the Company's 2020 Equity Incentive Plan, as Amended”): 187,688,251 for, 8,013,618 against, per its Form 8-K filed 2023-10-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 61 asset managers below cast 4% of the shares they voted on this item FOR (89,791 for, 2,467,999 against).

AGAINST 96%
FOR: 89,791 (3.5%)AGAINST: 2,467,999 (96.5%)ABSTAIN: 171 (0.0%)
Largest asset managers voting on “Approval of the Company's 2020 Equity Incentive Plan, as amended, to increase the maximum number of shares tha” at C3.AI INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard0602,262 00Against
BlackRock0325,372 00Against
Global X0280,489 00Against
First Trust0205,638 00Against
Fidelity0170,000 00Against
Charles Schwab0136,139 00Against
Equitable0125,429 00Against
MoA Funds Corp073,560 00Against
Tidal Trust II60,2440 00For
Lincoln Financial053,116 00Against
WisdomTree047,864 00Against
Advisors' Inner Circle Fund III042,853 00Against
Invesco033,192 00Against
Northern Trust033,178 00Against
State Street032,193 00Against
American Century028,062 00Against
Starboard13,15914,101 1710Against
Brighthouse026,263 00Against
Bridge Builder Trust026,054 00Against
EXCHANGE TRADED CONCEPTS TRUST021,920 00Against
Pacific Life020,655 00Against
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma018,754 00Against
AQR015,461 00Against
JPMorgan015,096 00Against
REYNOLDS FUNDS INC13,9000 00For

Showing the 25 largest of 61 asset managers. See all 61 in the interactive database.

3. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2024.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 235,314,461AGAINST: 728,028

C3.AI INC.’s own tally for this item (“Proposal 4: Ratification of Independent Registered Public Accounting Firm”): 235,314,461 for, 728,028 against, per its Form 8-K filed 2023-10-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 55 asset managers below cast 99.9% of the shares they voted on this item FOR (2,537,917 for, 2 against).

FOR 99.9%
FOR: 2,537,917 (100.0%)AGAINST: 2 (0.0%)
Largest asset managers voting on “Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm ” at C3.AI INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard602,2620 00For
BlackRock325,3720 00For
Global X280,4890 00For
First Trust205,6380 00For
Fidelity170,0000 00For
Charles Schwab136,1390 00For
Equitable125,4290 00For
MoA Funds Corp73,5600 00For
Tidal Trust II60,2440 00For
Lincoln Financial53,1160 00For
WisdomTree47,8640 00For
Advisors' Inner Circle Fund III42,8530 00For
Invesco33,1920 00For
Northern Trust33,1780 00For
State Street32,1930 00For
American Century28,0620 00For
Starboard27,4272 00For
Brighthouse26,2630 00For
Bridge Builder Trust26,0540 00For
EXCHANGE TRADED CONCEPTS TRUST21,9200 00For
Pacific Life20,6550 00For
AQR15,4610 00For
JPMorgan15,0960 00For
REYNOLDS FUNDS INC13,9000 00For
Federated Hermes12,5000 00For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

4. Election of Class III Directors Nominees: Condoleezza Rice

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 195,215,337WITHHELD: 671,142

C3.AI INC.’s own tally for this item (“Elect Director: Condoleezza Rice”): 195,215,337 for, 671,142 withheld, per its Form 8-K filed 2023-10-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 54 asset managers below cast 100% of the shares they voted on this item FOR (2,521,904 for, 0 against).

FOR 99.3%
FOR: 2,521,904 (99.4%)ABSTAIN: 15,817 (0.6%)
Largest asset managers voting on “Election of Class III Directors Nominees: Condoleezza Rice” at C3.AI INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard602,2620 00For
BlackRock325,3720 00For
Global X280,4890 00For
First Trust205,6380 00For
Fidelity170,0000 00For
Charles Schwab136,1390 00For
Equitable125,4290 00For
MoA Funds Corp73,5600 00For
Tidal Trust II60,2440 00For
Lincoln Financial53,1160 00For
WisdomTree47,8640 00For
Advisors' Inner Circle Fund III42,8530 00For
Invesco33,1920 00For
Northern Trust33,1780 00For
State Street32,1930 00For
American Century28,0620 00For
Starboard26,8290 6020For
Brighthouse26,2630 00For
Bridge Builder Trust13,8130 12,2410For
EXCHANGE TRADED CONCEPTS TRUST21,9200 00For
Pacific Life20,6550 00For
AQR15,4610 00For
JPMorgan15,0960 00For
REYNOLDS FUNDS INC13,9000 00For
Federated Hermes12,5000 00For

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

5. Election of Class III Directors Nominees: Jim H. Snabe

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 194,520,495WITHHELD: 1,365,984

C3.AI INC.’s own tally for this item (“Elect Director: Jim H. Snabe”): 194,520,495 for, 1,365,984 withheld, per its Form 8-K filed 2023-10-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 54 asset managers below cast 100% of the shares they voted on this item FOR (2,438,419 for, 0 against).

FOR 96%
FOR: 2,438,419 (96.1%)ABSTAIN: 99,302 (3.9%)
Largest asset managers voting on “Election of Class III Directors Nominees: Jim H. Snabe” at C3.AI INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard602,2620 00For
BlackRock325,3720 00For
Global X280,4890 00For
First Trust205,6380 00For
Fidelity170,0000 00For
Charles Schwab136,1390 00For
Equitable125,4290 00For
MoA Funds Corp73,5600 00For
Tidal Trust II60,2440 00For
Lincoln Financial3,8160 49,3000Abstain
WisdomTree47,8640 00For
Advisors' Inner Circle Fund III42,8530 00For
Invesco33,1920 00For
Northern Trust33,1780 00For
State Street00 32,1930Abstain
American Century28,0620 00For
Starboard26,9370 4940For
Brighthouse26,2630 00For
Bridge Builder Trust13,8130 12,2410For
EXCHANGE TRADED CONCEPTS TRUST21,9200 00For
Pacific Life20,6550 00For
AQR15,4610 00For
JPMorgan15,0960 00For
REYNOLDS FUNDS INC13,9000 00For
Federated Hermes12,5000 00For

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

6. Election of Class III Directors Nominees: Michael G. McCaffery

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 191,539,979WITHHELD: 4,346,500

C3.AI INC.’s own tally for this item (“Elect Director: Michael G. McCaffery”): 191,539,979 for, 4,346,500 withheld, per its Form 8-K filed 2023-10-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 54 asset managers below cast 99.8% of the shares they voted on this item FOR (1,391,171 for, 2,535 against).

FOR 54.8%ABSTAIN 45.1%
FOR: 1,391,171 (54.8%)AGAINST: 2,535 (0.1%)ABSTAIN: 1,144,015 (45.1%)
Largest asset managers voting on “Election of Class III Directors Nominees: Michael G. McCaffery” at C3.AI INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard602,2620 00For
BlackRock325,3720 00For
Global X00 280,4890Abstain
First Trust00 205,6380Abstain
Fidelity121,6590 48,3410For
Charles Schwab00 136,1390Abstain
Equitable46,0490 79,3800Abstain
MoA Funds Corp00 73,5600Abstain
Tidal Trust II60,2440 00For
Lincoln Financial53,1160 00For
WisdomTree47,8640 00For
Advisors' Inner Circle Fund III00 42,8530Abstain
Invesco00 33,1920Abstain
Northern Trust00 33,1780Abstain
State Street32,1930 00For
American Century00 28,0620Abstain
Starboard14,3790 13,0520For
Brighthouse6,5640 19,6990Abstain
Bridge Builder Trust13,8130 12,2410For
EXCHANGE TRADED CONCEPTS TRUST00 21,9200Abstain
Pacific Life20,6550 00For
AQR00 15,4610Abstain
JPMorgan15,0960 00For
REYNOLDS FUNDS INC13,9000 00For
Federated Hermes12,5000 00For

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

7. Election of Class III Directors Nominees: Stephen M. Ward, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 189,156,128WITHHELD: 6,730,351

C3.AI INC.’s own tally for this item (“Elect Director: Stephen M. Ward, Jr.”): 189,156,128 for, 6,730,351 withheld, per its Form 8-K filed 2023-10-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 54 asset managers below cast 98% of the shares they voted on this item FOR (148,989 for, 2,535 against).

ABSTAIN 94%
FOR: 148,989 (5.9%)AGAINST: 2,535 (0.1%)ABSTAIN: 2,386,197 (94.0%)
Largest asset managers voting on “Election of Class III Directors Nominees: Stephen M. Ward, Jr.” at C3.AI INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard00 602,2620Abstain
BlackRock00 325,3720Abstain
Global X00 280,4890Abstain
First Trust00 205,6380Abstain
Fidelity00 170,0000Abstain
Charles Schwab00 136,1390Abstain
Equitable00 125,4290Abstain
MoA Funds Corp00 73,5600Abstain
Tidal Trust II60,2440 00For
Lincoln Financial3,8160 49,3000Abstain
WisdomTree00 47,8640Abstain
Advisors' Inner Circle Fund III00 42,8530Abstain
Invesco33,1920 00For
Northern Trust00 33,1780Abstain
State Street00 32,1930Abstain
American Century00 28,0620Abstain
Starboard14,3790 13,0520For
Brighthouse6,5640 19,6990Abstain
Bridge Builder Trust00 26,0540Abstain
EXCHANGE TRADED CONCEPTS TRUST00 21,9200Abstain
Pacific Life00 20,6550Abstain
AQR00 15,4610Abstain
JPMorgan15,0960 00For
REYNOLDS FUNDS INC13,9000 00For
Federated Hermes00 12,5000Abstain

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

Largest C3.AI INC. shareholders voting in 2023-2024

Ranked by the number of C3.AI INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 115,681,000 shares outstanding at the time of that meeting.

Top C3.AI INC. shareholders by shares voted, 2023-2024
#Asset manager % of shares outstanding
1Meeder Advisory Services, Inc. 29.39%
2Janus Henderson 0.86%
3BlackRock 0.77%
4State Street 0.66%
5Vanguard 0.53%
6Goldman Sachs 0.26%
7Global X 0.25%
8Charles Schwab 0.24%
9First Trust 0.18%
10PARAMETRIC PORTFOLIO ASSOCIATES LLC 0.18%

Reported C3.AI INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

C3.AI INC. beneficial owners on record for the 2023-2024 proxy season
Holder % outstanding Disclosure
Thomas M. Siebel 26.97% DEF14A
S 26.92% 13G
Vanguard Group 12.42% 13F
Entities affiliated with Vanguard Group 8.93% DEF14A
BlackRock 8.88% 13F
Morgan Stanley 4.09% 13F
Goldman Sachs 3.67% 13F
Citadel Advisors 3.03% 13F
Edward Y. Abbo 1.87% DEF14A
State Street 1.86% 13F

Percentages above are of 115,681,000 shares outstanding, as reported by C3.AI INC. on its Form 10-Q dated 2023-07-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from C3.AI INC.’s 10-Q dated 2023-07-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At C3.AI INC.'s shareholder meeting held 2023-10-04, in the 2023-2024 proxy season, 287 asset managers reported how they voted on 7 ballot items in their SEC Form N-PX filings, covering 1,601 separate fund positions. On the most widely held item on that ballot — Advisory vote to approve the compensation of our named executive officers. — FOR was 96% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: C3.AI INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2023-10-11.

C3.AI INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.